Exhibit 31.2


                      Park City Group, Inc. & Subsidiaries
  Certification Of Principal Executive Officer And Principal Financial Officer
            Pursuant To Section 302 Of The Sarbanes-Oxley Act Of 2002


         I, William Dunlavy, certify that:

         1. I have reviewed this annual report on Form 10-KSB/A No. 2 for the
period ended June 30, 2005 of Park City Group, Inc.;

         2. Based on my knowledge, this annual report does not contain any
untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by this
annual report;

         3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report;

         4. I am responsible for establishing and maintaining disclosure
controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for
the registrant and have:

         a.       Designed such disclosure controls and procedures, or caused
                  such disclosure controls and procedures to be designed under
                  my supervision, to ensure that material information relating
                  to the registrant, including its consolidated subsidiaries, is
                  made known to us by others within those entities, particularly
                  during the period in which this annual report is being
                  prepared;

         b.       Paragraph omitted pursuant to SEC release Nos. 33-8293 and
                  34-47986

         c.       Evaluated the effectiveness of the registrant's disclosure
                  controls and procedures and presented in this report our
                  conclusions about the effectiveness of the disclosure controls
                  and procedures, as of the end of the period covered by this
                  report based on such evaluation; and

         d.       Disclosed in this annual report any change in the registrant's
                  internal control over financial reporting that occurred during
                  the registrant's most recent fiscal year that has materially
                  affected, or is reasonably likely to materially affect, the
                  registrant's internal control over financial reporting.

         5. I have disclosed, based on our most recent evaluation of internal
control over financial reporting, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent functions):

         a.       All significant deficiencies and material weaknesses in the
                  design or operation of internal controls which are reasonably
                  likely to adversely affect the registrant's ability to record,
                  process, summarize and report financial information; and

         b.       Any fraud, whether or not material, that involves management
                  or other employees who have a significant role in the
                  registrant's internal control over financial reporting.


Date: September 13, 2006


/s/ William Dunlavy
--------------------------------
Principal Financial Officer, CFO